This opinion letter is governed by, and shall be interpreted in accordance with, the Legal Opinion Accord (the *“Accord”*) of the American
Bar Association’s Section of Business Law (1991). As a consequence, it is subject to a number of qualifications, exceptions, definitions, limitations on coverage, and other limitations, all as more particularly described in the Accord, and this
opinion letter should be read in conjunction with the Accord. The law covered by the opinions in this opinion letter is limited to the federal laws of the United States and the state laws of New York. Although we do not hold ourselves out as
admitted to practice law in the State of New York, we have made such investigation of such laws as we have deemed necessary to form the basis for this opinion. We express no opinion as to (i) any state or federal securities laws, (ii) any state or
federal tax laws, (iii) matters governed by Title 49 of the United States Code or by any other aviation law or law, statute, rule or regulation of the United States of America relating to the acquisition, ownership, leasing, registration, use,
operation, maintenance, repair, replacement, sale or of the particular nature of the Aircraft, (iv) the applicability of the laws of any jurisdiction that may limit the maximum rate or amount of interest that may be charged, taken, collected or
received with respect to the obligation under the Lease or Guarantee, or as to the effect of such laws if applicable, (v) any waiver of inconvenient forum provision in the Lease or Guarantee, (vi) the creation, perfection or priority of any lien or
security interest contemplated by the Lease or (vii) any choice of law provisions in the Lease or the Guarantee. 

  


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